Weather Underground
by Julia456
Summary: Azari finds himself - and the other Avengers - caught up in an old cycle of revenge, hatred, and cold-blooded murder.
1. jump down a manhole

Disclaimer haiku:_  
In the future, I  
__Can't say that I'll own any  
Avengers either._

Note: The chapter titles are all bits and pieces from Bob Dylan's classic "Subterranean Homesick Blues." This is the song that inspired the name of the domestic terrorist group The Weathermen, who published a newsletter entitled "The Weather Underground."

All of which background is appropriate for this fic on several levels. Mwha ha ha.

And since _Next Avengers_ does not take place in 616 continuity, I have occasionally (slightly) altered character backstories and location details. (More on that later.)

Reviews make me squee! :)

**---**

**_You don't need a weatherman  
to know which way the wind blows._**

**Bob Dylan, "Subterranean Homesick Blues"  
**

**---**

The shield's leading edge buried itself in the robot's head – or what would've been its head if it'd actually had one, instead of just a convenient mount for its lasers. James had thrown the shield with enough force that it didn't dislodge when the robot toppled, and since he was currently still using the shield the Iron Captain had taken from Ultron's trophy room, and not his energy-based one, he had to go get it.

That was easier said than done.

They were fighting in closer quarters than usual, deep in the head-spinning labyrinth of underground Ultra City, and the old sewer tunnel didn't leave a lot of space for ducking and dodging lasers, robot claws, arrows, lightning bolts, bioelectric stings, and the occasional errant slash of a magic sword.

Still. James would've been a total embarrassment to the Avengers name if he couldn't retrieve his own shield, for Thor's sake, without getting tagged by either enemies or friends.

He ran, dropped one shoulder and rolled under the zap Azari was sending to a robot on the ceiling, then popped up next to the toppled machine and tugged the shield free without breaking stride. This shield was heavier than James was used to – energy didn't weigh much, after all – and the metal alloy had taken a real beating over the last few days.

For that matter, so had he.

Most importantly: so had Ultron's endless parade of robots.

"Pym, duck!" he shouted, and slung the shield again, this time at the robot sneaking up on Pym's back. Pym didn't really duck; he just flew down a foot or so. The effect was the same, though, and the shield hit the robot full on one of its arm joints.

Now, the shield ricocheted properly. It bounced off the other robot's not-really-a-head, bounced off the ancient curved brick of the wall, bounced off the other wall, sliced open the side of the robot menacing Hawkeye, and zipped back to James' hand.

"Huh. That worked better than I thought," James said, shaking out his hand a little. The metal shield packed a zing.

Hawkeye whistled. "Good arm, Cap!"

"For the _last time_," James said, swiftly raising his shield to block a barrage of conventional bullets as well as his newest "sibling's" newest habit. Hawkeye had started the Cap nonsense on their return to Ultra City, and James didn't like it. As in, at all. "_Don't call me that!_"

"If the shield fits," Hawkeye said, deadpan, then coolly put an exploding arrow into the offending gun barrel.

Overhead Torunn gave one of her Asgardian victory shouts – really, it was more of a bellow, but she'd be the first to tell you that Asgardians didn't do anything so pedestrian as _bellow_ – and chunks of destroyed robot crashed to the tunnel floor.

James did a quick count. Twelve robots when they started, ten fried heaps of scrap metal – "There's two more!"

"Where?" Pym cried out, his glow darting back and forth across the tunnel in a blinding zigzag.

"Running away like the cowards they are!" Torunn shouted from her higher vantage point. She spun once, pirouetting on thin air, and threw her sword like a spear. It whistled through the dim, dank tunnel and pinned one of the remaining robots to the wall in a shower of sparks.

Only one left. James held the shield at an angle in front of him and ran after it. Azari passed him in a graceful bound that James could never hope to duplicate, no matter how long or hard he trained. Azari was still lit up from the fight and the blue-white glow flickered over the walls.

The tunnel suddenly ended in an enormous gap where a portion of the floor had collapsed into some lower level – recently, by the looks of it. Azari said, "It went down there!" and jumped down through the ragged hole, following the robot, which was apparently running as blindly as the heroes were.

James jumped down after him. They landed in ankle-deep water that was freezing cold and absolutely stank, and as they splashed along, James couldn't help wrinkling up his nose and exclaiming "Ugh!"… even though it wasn't every heroic.

The walls here weren't old, battered brick. Instead they were gray concrete, with decayed holes every few yards where lights had gone, once upon a time. The robot was charging ahead, pulling away from them, and James ordered, "Light him up, Azari!"

Azari concentrated for a moment, and then a ball of crackling electricity flared to life at the end of his staff. He made a sweeping gesture with the weapon and the miniature lightning streaked down the old tunnel, blasting the robot squarely between its not-really-shoulders. It exploded with a satisfying screech of metal.

"Yes!"

James exchanged a high-five with his brother and they slogged forward to make sure the machine was truly destroyed. The wavering orange light from the fire cast twisted, shifting shadows everywhere, making it harder to see, but the smoke at least smelled better than what was already in the air.

"And that's twelve," James said, nudging the metal with one boot. He sighed and stretched the tired muscles in his arms before sliding the shield onto his back. "Only six million to go."

"The least Ultron could have done was included a self-destruct button on these things. Hey," Azari said, pointing farther down the tunnel. "Is that a door?"

James looked, squinted, and saw a door set on one side of the tunnel. A really big door, made of metal, with some kind of circle design stamped in the center. "I guess so."

"Should we check it out?"

James looked at the door, at the burning robot, then at the jagged outline of the hole to the upper level. The others were up there, waiting for them. Torunn was scowling impatiently, and Pym was buzzing around Hawkeye's head, making the older boy swat at him.

James cupped his hands around his mouth and shouted, "We're going to check something out!"

"Hey! Wait! Don't!" Hawkeye called. There was enough urgency in his voice that James came to a halt despite himself. Azari put on the brakes too, and turned back to face the rest of the team as they came down into the lower tunnel and waded closer.

"What?" James asked. "What is it?"

"You guys can't go this way," Hawkeye said. "We shouldn't even be this far down."

Azari made a gesture that took in the whole of the abandoned, water-filled tunnel. "Why not? Aside from that seriously nasty smell."

Hawkeye shook his head firmly. "It's off-limits. Always has been. My dad said only idiots or people with a death wish should come down here."

James considered that. Hawkeye's dad had been, of course, the original Hawkeye. And there was every reason to believe that Clint Barton had known what he was talking about – he _had_ kept himself, his son, and the Scavengers alive for years, right under Ultron's nose. "Okay, but – why?"

"Dunno," Hawkeye said. "But some of the old-timers tell stories about monsters that used to live down here, before Ultron."

"_Monsters?!_" Pym yelped, his tiny voice going up another octave.

James made a scoffing noise. "We could handle monsters."

Pym looked horrified and blurted out, "But what if they're _Hulk_ monsters?"

James thought about the raging green behemoth that they'd fought alongside… sort of… to defeat Ultron. Hulk was scary enough in the middle of the desert, with lots of potential escape paths. A face-off in a sewer tunnel, however… That was a whole different story. He felt a tug of unease, but tried to cover it up with a hasty, "We could handle it."

"Verily," Torunn declared, grinning at him. She flourished her sword: "Thou should lead us on to our next glorious battle, James!"

James started walking, Torunn fell in beside him, and the other three followed.

"Or to getting smooshed by monsters," Pym said, still worried.

"No. _ You_ might get smooshed, Pym," Torunn corrected. "_I_ won't."

Pym stuck out his tongue at her; when she whipped her sword up and around at his head a second later, he yelped and darted to hover at James' shoulder.

"So does this make us idiots, or people with death wishes?" Hawkeye asked sourly.

"Probably both," Azari said.

They reached the door and Azari intensified his glow so they could see easily. The thick metal was slimy black where the water had stained it, but not rusted. There was a sizable panel of some kind set to the side of the door. The lock, James decided.

Up close, the design in the middle was revealed as a circle crossed with an X. Someone had taken a very sharp object to the design and carved a jagged M over it all.

"So what do you think, Pym?" James asked.

Pym flitted over to the lock panel and examined it in the green glow of his own bio-light. "It's different," he said dubiously. "It's not like Ultron's or Tony's."

James had been halfway expecting that. "Can you get it open?"

"Say no," Hawkeye advised. "That way no one gets smooshed and we can go have dinner."

Pym backed away a bit and returned to his normal size, feet splashing down in the stagnant water. "Um... I _think_ I can," he said, excited. "I don't know _who_ designed this! It's _awesome!_ That –" he pointed at a flat, mildewed screen in the panel – "I think it's for palm print identification. Or maybe it's a retinal scanner! Oh! Maybe it's for analyzing voiceprints and DNA!"

James waited out the excitement with long-suffering patience; at least Pym had stopped panicking about sewer-Hulks. He repeated, "Can you get it open?"

Pym shrugged, his enthusiasm undimmed. "It's totally genius, but it's not in great shape. Too much water and mold, eww. I bet if Azari gives it a spark, it'll short out and open. Just like back home!"

"I thought you said it wasn't like Tony's locks," Azari said, justifiably alarmed.

"Just try," James told him. "If it works, great. If not, we'll leave and come back later."

Azari took a breath and nodded, a determined set to his shoulders. He raised one hand and held it near the panel screen. Blue-white electricity sizzled around his fingers, the screen lit up green – and then a woman's pleasant mechanized voice intoned, "_Welcome_."

Something clanked and rumbled inside the door, and it began opening down the center with a pneumatic hiss.

Everyone instinctively stepped back.

"I can't believe that worked," Pym said under his breath as the door slowly ground open. "Uh – I mean – of course it worked!"

"It didn't," Azari said, bemused. "I never zapped it."

"Then why did it open?"

Hawkeye leaned in and mock-whispered "Monsters" in Pym's ear.

Pym made an "eek!" noise, shrank down, and took up a spot behind James' head.

The space beyond the door was dark and cool. A fresh breeze blew through, gentle and clean, ruffling James' hair and mercifully driving away the fetid stink of the tunnel. Wherever the door led, it didn't _feel_ like a "here there be monsters" kind of place.

But there was only one way to find out.

"Okay, Avengers," James said, sliding his shield onto his arm. "Let's go… uh, check this out. Whatever it is."

Azari built his lightning up again, Pym charged his stingers, Torunn took a fresh grip on her sword, and Hawkeye nocked an arrow to his bow.

Then they all walked forward into the unknown.


	2. walk on your tip toes

_Do you see them?_ the boy asked.

_Shhh! He'll hear us_, the girl said. _Oh! There, look. That's the one._

_Duh. I knew that._

_No you didn't,_ she retorted.

_Whatever. We need to get there before the others do._

The girl sucked in a breath. _ It's already too late – come on! We have to hurry!_

.

.

.

The Avengers went only a few steps before they came to a halt and looked around.

Wherever they were, it was pitch black; the only light came from Azari and Pym. Their respective glows illuminated tunnel walls and flooring of smooth, fitted stonework.

Azari charged his lightning sphere as big as he could make it, spreading out his arms to give it maximum range. The walls brightened to near-daylight… and seemed to go on a very long way, towards nothing but more darkness.

He didn't like it.

So, okay, it was a significant improvement over the sewer tunnel; it didn't stink, they weren't wading through sludge, and there were no killer robots. All very nice things.

But Azari was still leery about walking into places where they were patently not supposed to be – and despite that weirdness with the access panel, he knew for a fact that they weren't supposed to be there.

"M-maybe we should go back," Pym whispered. His tiny voice echoed.

"I… don't think we can," James said. He pointed with his shield arm at the door behind them. "Look."

Everyone turned. The metal door, the sewer tunnel beyond it – nowhere to be seen. Now it was just another blank stone wall.

Pym clapped his hands and said, "Okay! Now I really, _really_ want to go back."

"I'm with the bug on this one, Cap," Hawkeye said.

"Me too," Azari said. The shivers running down his spine had nothing to do with his lightning, however much he told himself otherwise.

Torunn, however, gave an impatient _hmph_ and started walking again, heading into the breeze.

"Uh. Well. We're just going to have to keep going," James declared. He hurried to catch up with Torunn. Pym cried, "Wait for me!" and darted after James.

Azari rolled his eyes and followed his brothers and sister, with Hawkeye close behind him.

They walked in the darkness for what felt like a long time – but it was probably no more than a minute before the passageway began to lighten and a patch of gray appeared up ahead.

"Daylight!" Azari exclaimed, bounding ahead of the others. Maybe "daylight" was too optimistic: the gray patch resolved itself into a dimly-lit space of towering pillars, like the inside of a castle.

He'd never seen a castle in real life, of course, but he felt that he knew what one should look like, since he was a king and all.

Azari skidded to a halt at the edge of the passageway, too spooked to venture out into the shadowy open without knowing what was there. He eased back on his lightning, not wanting to make a target of himself.

"_Finally!_" Pym buzzed up around his shoulder, but didn't leave the passageway either. "Whoa. Where are we? Is this in Ultra City?"

"If it is, I've never seen it," Hawkeye said, dubious.

Azari poked his head out of the passageway and sniffed at the air. It was cool and pleasant, completely different from the burnt-ozone, hot-metal smell of Ultra City. High, high overhead, the stone columns met a gracefully arched ceiling, and the weak light filtered in through a row of tiny windows.

It didn't look like a castle, Azari decided. It looked like a cathedral. It was… very peaceful, especially after the claustrophobic dark of the passageway.

He relaxed a bit and stepped out into the cathedral-castle, turning to look at the wall soaring above the passageway entrance. There were pictures carved into the stone here. Clouds, intricately twisting tendrils – lightning, he realized – and right in the middle, a woman with long hair, arms extended, palms upraised.

Memory stirred, faint and elusive. Who was-

_Watch out!_

"What was that?" Azari asked, leaping backwards in alarm, at the same time James said, "Did you hear that?"

Pym scrunched up his nose. "Hear _what_?"

"That voice," James said, sounding uncertain. "You didn't hear it? What about you, Barton?"

Hawkeye shook his head and James turned around, looking back into the passageway. "Torunn, did you hear- Torunn?"

Torunn was nowhere to be seen. The breeze tugged at their clothes as it spiraled into the suddenly ominous black void of the passageway.

"Hey, where'd she go?" Pym asked.

Azari felt another sick shiver. He hoped that his sister was just pausing in the darkness to adjust her cape or polish her armor or something… but the premonition of dread tightening along his spine and through his stomach told him otherwise. His instincts said something was _off_. "Torunn?" he called. "Hey, Torunn!"

Hawkeye cupped his hands around his mouth and hollered, "_Torunn!_"

Nothing.

"Something's wrong," Hawkeye said. "We gotta-"

A gleam of gold in the passageway, and Torunn emerged into view. Azari was relieved, but only for a moment. Then he saw that her head was down; she seemed to be looking at her feet. And she was walking funny. Stiff and jerky.

"Torunn?" he asked. "Are you… okay?"

Her head raised slowly, at an odd angle. She looked straight at Azari.

_Watch out!_ the mystery voice shrieked again. _Get away!_

Azari took a step back. Something was wrong – her eyes had a glassy yellow sheen – there was… _slime_ on her armor? -

"Never been better," Torunn said, but it wasn't her voice. It echoed back on itself, as though two people were talking at once. The nasty smile sliding across her face wasn't hers, either.

And Torunn, the real Torunn, would never have raised her sword and charged them, swinging to kill.


	3. lookin' for a new friend

James was pretty sure he was dead.

The last thing he remembered was Torunn attacking them, and while he was still too dazed to figure _that_ one out, he'd never seen anyone emerge okay from a thorough smiting by his sister.

He sure _felt_ dead. His whole body ached, particularly his head. His brain seemed to be twice as big as his skull, and throbbing. Loudly.

But all the pain meant he was probably still alive. He figured out that he was lying down, so he experimented with sitting up.

Ugh. Mistake. His head spun and he had to brace himself, half-upright, with one arm.

"Hey, he's awake," a boy's voice said nearby, disinterested.

"I know that," a girl snapped. "I knew it before you did."

The boy scoffed. "You did not."

"Did too. So shut up. Hey, um, James Rogers?"

James knew what bickering siblings sounded like, and he decided he definitely wasn't dead. He eased his eyes open and saw two blurry figures standing over him. Blinking hard resolved the blurs into a boy Pym's age, maybe younger, and a girl about his own age. Both had the same clothes – blue-and-gold uniforms – and the same bright orange-red hair. The girl had a friendly, hopeful expression. The boy... not so much.

"How do you know my name? Who are you?" James demanded, pushing himself up a little more, pounding head or not. His shield, he noticed with relief, was right by his side. He put a hand on it and tried to figure out the best ricochet angles.

They were in some kind of storage room, maybe ten feet square, filled with dusty crates. Getting a decent angle was going to be hard – but then again, neither the girl or the boy seemed to be very interested in fighting, or they would've made a move already.

The boy crossed his arms over his chest and said darkly, "We know a lot more than – Ow!" He lurched forward for no apparent reason, then rubbed his shoulder and glared at the girl. "What was _that_ for?"

She rolled her eyes. " 'We know a lot more than that'? Oh please. Don't be such a melodramatic halfscan, Nate."

Nate huffed indignantly. "_You're_ the halfscan."

"Am not!" Her eyes glowed with orange-red sparks and Nate staggered sideways.

"Fine. Like I care," Nate said, plainly disgusted. He threw an annoyed glance at James - who had given up on answers and was climbing to his feet - before turning and stomping off.

The girl looked smug for a moment. Then she started, horror flashing across her face, and yelled, "He is _not!_" at Nate's back.

"Is too!" Nate called as he disappeared around a stack of crates.

"_Dork_," the girl muttered. She put her hands on her hips and blew out a heavy breath, looked at James, and inexplicably blushed.

James was a little thrown by the blush, and by the admittedly pretty face behind it, _and _by the bizarre conversation, but quickly decided to ignore it all. His fingers tightened on his shield. "Okay. What's going on here?"

"Oh. Um, sorry about that," she said. "I'm Ray. Mr. Charming there – Nate – is my brother. Your team got jumped by Marrow's crew, and we rescued you. We're telepaths, and I'm a telekinetic – well, we both are, but Nate sucks."

Unseen, Nate yelled, "I do not!"

Ray rolled her eyes. "He does. He'll get better – he just got his powers."

"Uh, okay. Whatever. You rescued me," James said, impatient. Ray nodded. "So where's the rest of my team?"

"Um… We couldn't get them. Look," she hurried on, defensive, "it was just me and Nate against Laura and the goon squad – um, Ever, Hemingway, Vessel, Sack in that girl's body – what the heck is she, anyway?"

"Torunn is Thor's daughter," James said automatically, before he processed the rest of Ray's statement. "Wait, what? Who's Sack? And what do you mean, 'in her body'?"

"Thor? Yikes." Ray bit her lip and looked everywhere except at James. "Um… well… It's – kinda hard to explain…"

"Try," James ordered, leaning aggressively into her personal space.

Ray glanced over her shoulder where Nate had gone. "Um… Actually, I don't think you want to know."

James grabbed her, hard, by both arms. "_Tell me!_"

Her head whipped back around, her green eyes locked onto his, and the fire-colored glow flared again. Suddenly James was halfway across the room, sprawled on his back in a splintered mess of crates, dizzy all over again and coughing in the dust that his landing had kicked up.

Someone whistled. Nate, coming to stand over James and gloat. "Nice one, sis."

James coughed and glowered at the younger boy.

"Oh, shut up," Ray said, right behind her brother. She flicked her hand, and James felt an invisible force lift him to his feet and set him down with surprising gentleness.

Gentleness that was entirely missing from the girl's expression and demeanor. "We saved your _life_, okay?" she said, stabbing a finger into James's shoulder, scowling fiercely. "You're worried about your friends – got it. But show some manners."

"Worried about -? I don't even know where we _are!_ " James exploded, shoving her back. "We walked through some crazy door at the bottom of a sewer and the next thing I know, my _family_ is being attacked and I'm getting dragged off by – by – by two _kids!_" he finished, too frustrated and furious to come up with a better insult.

For a second he was sure she was going to attack. But then she lifted her chin. "You're in the Hill. And if you ever want to leave, if you ever want to see your friends alive again, you're going to shut up, listen up, and get an attitude adjustment ASAP. Clear?"

"Oh yeah, that's not melodramatic _at all_," Nate said under his breath. His sister reached out and smacked his shoulder. "Ow!"


	4. don't follow leaders

The cloth tied around Azari's eyes smelled terrible. Wherever the Avengers had ended up, regular laundry service was apparently not a priority.

Distracted by the stink and the nauseating thought that its source was now touching his face, he stumbled on the rocky, uneven ground. His arms were restrained behind his back with some kind of metal shackles, making a fall rather more perilous than usual.

Someone grabbed the back of his uniform and hauled him upright again.

"Watch it," they growled. A girl. Not Torunn – or the false Torunn, because that had _not_ been his sister – a girl he didn't know. She waited until he had his balance and then pushed him forward again.

They had been walking for a while now, most of it uphill. He had come to slung over someone's enormous shoulder, bouncing and jolting with each step; no sooner had he realized that he was awake and alive than he had been deposited on his feet and forced to march.

He tried again to determine how many people there were around him. The girl… the enormous guy… maybe two others?

Something more troubling than his current company: he couldn't use his lightning powers. He had been trying, no doubt about that, but that part of himself simply wasn't there. It was one more worry curling up inside his stomach.

"Stop," the girl said, tugging his uniform again.

Azari came to a halt, straightened, and turned blindly in what he assumed was her direction. "What's going on?" he demanded. "Who are you? Where are –"

She punched him in the stomach.

Azari wasn't expecting it and buckled with a thoroughly undignified _whoof_. Adding insult to injury, he was only saved from sprawling on the ground by the iron grip on the back of his uniform.

"Quiet," the girl ordered. "No talking until you're asked."

"Marrow said not to hurt him, Laura." It was Torunn's voice, but still oddly distorted, as if two people were speaking at once. And Torunn had never sounded deferential in her life.

Azari's stomach twisted... and not because of the sucker punch.

"At least not yet," the false Torunn added. There was a nasty humor underlying the words that was entirely unreassuring.

The girl – Laura – growled again. Azari received another shove forward. To the benefit of both his ego and his knees, he managed to stay upright this time.

The ground under his feet changed, becoming smooth. At the same time, his sense of the air around him changed also; they'd been outside, and now they were inside. Wherever they were now was a space similar to the cathedral, but smaller. A door hissed shut behind them.

Laura grabbed his arm and began steering him more directly. He realized they were moving through hallways and corridors. At several points he stumbled up short flights of stairs.

Finally Laura dug her fingers into his arm and dragged him to an abrupt stop.

"This is him?" a woman asked, some distance away. Her voice was rough and unfriendly. "Ever, this is him?"

"Yes, Marrow," a man's warbled voice said.

"Then get that blindfold off," Marrow said. "I wanna see what we're dealing with. And I want _him_ to see _us_."

Someone yanked the cloth off of his face. Azari immediately took a deep breath of presumably fresh air. Mistake: the room was only marginally less foul than the blindfold.

He coughed and squinted, trying adjust his vision. The first thing he saw was reddish light streaming in through high-set windows, bathing a wall with another intricate bas-relief of clouds, lightning, and the woman with outstretched hands. Once again he felt a tickle of memory, but nothing he could put a finger on.

There was a dais and throne set under the picture, and someone was sitting on the throne. Azari caught a glimpse of pink and white before he was pushed down.

"Kneel," Laura snarled.

Azari's knees hit the dirty stone floor, but he turned to glare up at Laura. She had long black hair, an angry scowl, and she was at least half a head shorter than he was.

"But you're _tiny_," he said without thinking, indignant.

Her lip curled back in disdain, and she backhanded him across the face. "Eyes down," she said as his ears rang. "Stupid halfscan."

"Enough," Marrow said from the dais. "Get up here, Laura. You can play with him later."

Laura growled, spat on the floor beside him, and walked to the dais. Azari lifted his head, defiant, and surveyed the rest of the room. Except for the mural, the place was a disaster. Trash and debris, cobwebs, stains… it didn't look like Marrow put a high priority on cleanliness. James would've felt right at home.

Slightly behind him was the false Torunn, the enormous guy – gray-skinned with protruding bumps and spines – and a guy who seemed to be nothing but… brain tissue?

Ugh. _Gross._

He caught a glimpse of someone else behind the three others, but whoever it was scuttled out of his peripheral vision immediately.

He did not see James, Pym, the_ real_ Torunn, or Hawkeye. And that was worrying.

Azari turned back to face Marrow and tried to act his most dignified. Kingly. "Who are you people? Where are my teammates?"

Marrow, now that he could see her, proved to be much older than Laura. The pink was her skin and graying hair; the bones jutting haphazardly from her body were the white. She was lounging on the throne, apparently bored, toying with a bone-tipped spear in one hand.

Laura, skulking beside the throne, was dressed in an all-black version of Marrow's green-and-blue outfit. Laura was her protégé, Azari realized. The people behind him were the muscle, but Laura was the important one.

"_Team_mates," Marrow said. Her eyes narrowed. "Huh. And what _team_ would that be?"

Azari drew himself even straighter. "We," he said with all the pride and kingly authority he could spare, "are the Avengers."

Marrow laughed.

Azari might not have minded a straight, genuine laugh, or even a nasty, sly one. Instead, her laugh was more of a derisive snicker – as if his declaration weren't worth the energy.

"_Them!_" she said, snorting. "Didn't that robot do us all a favor and rub those losers out?"

Azari's temper flashed over. He jumped to his feet with a panther's snarl, lunging at the dais.

Instantly, Laura was there to intercept him. He ducked her opening punch and dodged the kick that followed. His own foot caught her high in the ribs and she staggered sideways. But she was right back in his face a half-second later.

She was so _fast_! He didn't expect it. He wasn't used to fighting someone who could match him. Pym was fast… when he remembered what he was doing; James was clever and lazy, only fast when he needed to be; and Torunn just bulldozed through.

Fighting Laura was ten times more difficult than fighting any of his siblings. Especially with his hands bound behind his back!

He leaped backwards and brought his legs up and through the loop of his arms, so that his hands were in front of him again. Now he could at least put the shackles to good use and block Laura's strikes.

They went back and forth, equal in speed, agility, ferocity – neither of them could really hit the other – and just as Azari was starting to think _This would be fun if she wasn't evil_, Laura let out a howl of pure frustration and slammed him to the ground with one vicious move.

Something metal went _snickt_, and Azari suddenly found two razor-sharp blades millimeters from his throat.

He froze, eyes traveling from the tips of the blades, up to where they emerged from between her knuckles, and then finally to the murderous expression on Laura's face.

Azari swallowed. Carefully. "Uh… you win?"

.

.

.

"This stinks!" Pym cried. He flew at the bars of the cell again, only to get zapped by the energy field, again, and fall to the floor with a yelp and trail of smoke. Again.

"When I get out of here," Hawkeye said, ignoring him, "I'm going to make them sorry they locked me in a cell with you."

The younger boy stuck his tongue out, but his defiance quickly faded into worry. "I hope James and Azari are okay."

"And Torunn," Hawkeye said, with no bravado this time. He couldn't put into words how much he hoped that Torunn was all right.

Pym gave up trying to fly through the bars, returned to normal size, and plunked himself down in the least-filthy corner. "We gotta come up with a plan to escape and save everyone!"

There was an old woman a few cells over, gray-haired and grimy; Hawkeye had gotten no more than a glance of her as they'd been forced down the dungeon corridor. He couldn't see her now (the geometry was wrong), but he could hear her laughing at them.

"No happy endings here, kiddos," she said. She sounded tired. Bitter. Resigned. "Not in the Hill. No matter what you do, we're all dead anyway…"

There was a pause.

"No offense, but – you're not really helping," Pym said to the unseen woman.

"Isn't that the truth," she said.


	5. they keep it all hid

James had never met any telepaths before. He had a basic idea of what they could do, but it certainly hadn't prepared him for the absolute weirdness of someone else talking inside your head.

_Get over it_, Nate said telepathically, earning a sharp elbow from Ray. _Geez, Ray! Stop __**hitting**__ me!_

_Stop __**making**__ me_, she shot back.

_Hey!_ James thought at them. He felt clumsy and awkward doing so, like he was writing with his feet, but the three of them were trying to be sneaky, and yelling out loud was the opposite of sneaky. _Enough, okay? I can't help you do… whatever… if you guys are just going to stand here and argue_.

Nate rolled his eyes and Ray looked offended, but they stopped. James felt a little better for having reasserted some control. Too many things were _out _of his control.

Like this entire mission.

They were standing – well, crouching – in a cramped, narrow tunnel, beneath some kind of drainage grate. It was part of a network of cramped, narrow tunnels that someone had hacked out of the Hill's rock, once upon a time. This one had a trickle of slimy water wending across its floor.

Sewers were becoming a theme in his life. He wasn't very happy about that either.

_Is it clear?_ Nate asked, gesturing up at the grate. Light and water dripped through the slats.

_I'll check_, Ray said. She closed her eyes and put her hands to her temples. _Yeah, it's clear. Ever is busy with Marrow._

James looked at the two telepaths. The dim light filtering down through the grate picked out gold in their short orange-red hair. _Ever?_

_Marrow's psi. _Ray gave a physical and mental huff._ He's such a snitch. And he thinks he's better than us_ –

_- which he's __**not**__, _Nate said.

_Which he's so totally not, _Ray agreed. The siblings exchanged a psychic high-five, and then Nate reached up, lifted the grate free, and noiselessly hauled himself out of the tunnel. He set the grate back into place, paused long enough to give James and Ray a thumbs-up, and disappeared.

James and Ray waited for a few seconds. When nothing bad happened, Ray nudged him and pointed further down the tunnel. _And we're going this way_, she said.

He followed her through the tunnel maze, unconsciously holding his breath every time he heard someone's footsteps overhead. The fortress was apparently the place to be in the Hill, although only Marrow's chosen few had free run of the place. Ray and Nate were not welcome, and hadn't been for a while. Hence the tunnel crawl.

It was dark in the tunnels, but not impenetrably so; he could see Ray moving ahead of him, although he couldn't make out any details. They continued to pass beneath drainage grates, and the fifth time he put his foot down in a puddle of cold wet nastiness, he decided he missed Pym's bioluminescence and Azari's lightning.

He missed Pym and Azari even more. And Torunn, of course – he was really worried about her. And even Hawkeye.

The plan, as revealed by Ray and Nate shortly before they began their tunnel expedition, promised safety for the Avengers as long as James did this _one little job_.

He knew it wasn't going to be that easy; it couldn't possibly be that easy. But once the siblings had explained the full situation in the Hill, James had also realized that going along with their plan was his best strategy to get his team out safely. His _only_ strategy, unfortunately.

They came to a tunnel that ended in a series of crude hand- and footholds cut into the rock as the passage went vertical. Weak green light came from a tiny, naked bulb far overhead, casting everything in a sickly hue.

James straightened up in the open space with a sense of relief. He caught a telepathic wave of amusement from Ray and looked over to see that she was likewise stretching.

_Up?_ he asked with a grin, pointing.

_Up,_ Ray confirmed.

He let Ray go first, since she was the one who knew where they were going. At the top of the makeshift ladder, she waited, eyes narrowed, for a long time. Then she popped open an access hatch and slid through. Once James was through, she put the hatch back in place and dusted off her hands.

They were now standing in a hallway that mixed medieval stone and sophisticated, high-tech metal and circuits. Here, at last, the lighting was bright and clean (although the hallway itself was dirty) and James felt slightly less out-of-place. He took the shield off his back and held it ready on his arm.

"Okay, we're in the 'basement'. We can talk now," she whispered, jogging forward. "But quietly."

James was content to go in silence, but he did want to know something, and after a moment, he got closer to Ray and whispered, "Nate. Will he be okay alone?"

"We've been sneaking around the Hill for years," she said, waving the question off. "Besides, he's smart about these things. Like our dad."

His fingers tightened around the straps of his shield. His father's shield. He remembered Ultron's trophy room and wondered grimly which display unit housed a memento from Ray's parents. "Did you know your dad?"

"A little. Telepaths have good memories, but I was really young when…" She trailed off, then shook her head and moved on. "He was the one who made sure we were safe in the Hill, where Ultron couldn't sense us. But being here was just, like, the Plan B. He wanted – he had a plan to send a bunch of the heroes' kids somewhere, to the Savage Land I think, but it didn't work out."

The Savage Land had been Tony's own Plan B. "Tony – uh, Iron Man – he saved us."

"I know." Ray tapped her forehead with a wry little half-smile, and James felt like an idiot. He also felt a flush of panic: how much of his memory had she seen? But she was already saying, "Don't worry, I just skimmed until I saw what happened to you guys. I have good manners."

Panic changed to embarrassment. He fought it down and steered the conversation back on track: "There were other kids?"

She nodded. "Yeah. I don't remember all of them… but we almost got caught downtown, trying to find Franklin. The Blackbird was destroyed, and Ultron was coming. Dad stayed behind and Laura –" She broke off suddenly, coming to a halt and flattening herself against the wall.

_It's Vessel! Hold still_, she commanded, putting a hand on James's chest and pushing him against the wall beside her. She closed her eyes, frowning in concentration.

After a few seconds, a man turned the corner and walked down the hallway towards them. He was big and green, with blue hair and lots of bulging, ropey orange veins all over his body. Scary… but nowhere near as intimidating as the Hulk.

James tensed and Ray's telekinesis held him in place. _Don't move! I can't hide us if you move!_

_What?_

_I'm telling his brain that we're not here,_ she said. _Shut up so I can concentrate!_

Vessel drew even with them. His big green head turned; red eyes glanced over James and Ray, still plastered against the wall. No sign of recognition registered on his face.

_Seriously._

_Yeah, seriously.  
_

He mulled that over while Vessel disappeared around the hallway corner.

She pantomimed exhaling in relief and held up a finger for continued silence. _That's how we got you away from the goon squad... and why I could only get **you**. _

_That's a pretty cool trick, _he told her, genuinely impressed. It wouldn't come in handy against robots, of course - but it was still pretty cool.

_We can talk again. _She grinned at him, her green eyes bright. "Thanks."

They were just about the same height, James noticed. _Why_ he noticed was an issue he preferred not to examine at the moment. "So, um, what about your mom?"

"She died before Ultron." Ray darted a glance at him. "I don't really wanna talk about it, sorry."

There were a lot of things James didn't want to talk about when it came to his parents. He understood. "It's okay."

They went down a corkscrew of a stairway and came to a halt in front of a massive door that bore a suspiciously close resemblance to the one he and Azari had discovered in the sewer. This one didn't have an X design – just the crudely carved M.

"This is it," Ray said. "Ready?"

James took a fresh grip on his shield and gave her a sharp nod.

One little job, he told himself. One easy little job.

Sure.


	6. you're gonna get hit

For the second time in the last hour, Azari found himself staring down death. This time, instead of tall, blonde, and Asgardian, it was short, dark, and angry. Really, _really_ angry.

"I give up?" he tried.

Laura's eyes were black, her pupils dilated. Her teeth were bared in a feral snarl that showed a lot of sharp incisor. The skin of her knuckles was white around the metal claws, and her arm was quivering, making the blades waver. She was close enough that he could feel her breath on his face.

His own Panther instincts gleefully howled: _Fight!_

But his better judgment took a step back and said: _What, are you crazy?!_

"Seriously," he said. "You win!"

"He gets the _point_, Laura," Marrow said, rough voice rich with dark amusement. "Back off."

Laura made a guttural sound and her arm twitched forward. The tips of the claws pricked the skin of his neck, and Azari tried not to wince.

Then the blades snapped back inside her arm, and she stood, giving one curt shake all over. Azari recognized the gesture with a quick flip of disorientation – he did something similar himself, sometimes. He pushed himself into a cross-legged sitting position, shackled hands in his lap.

"Leech," Marrow said, a whipcrack of accusation.

A small figure was propelled – by Hemingway, it seemed – into the center of the throne room. It was a chubby little man of indeterminate age, with enormous white eyes and lumpy, dusty pale green skin. He fell to his knees in front of Marrow's dais, quaking and cowering. "Leech is trying!" he wailed. "Leech is blocking that one's mutant powers like leader Marrow said! But – but not all that one's powers _mutant_!"

That was very true. Azari drew himself straighter and proclaimed, "My powers come from the Panther God of Wa-"

Laura cuffed him on the back of the head, making him bite down on his tongue mid-word. "No one cares."

He glared up at her. She glared back.

Marrow made a noise of disgust. "Go hide in the corner some more," she told Leech. "Useless halfscan waste."

"Y-yes, leader Marrow!" Leech clambered to his feet and scuttled back behind Hemingway, Ever, and the false Torunn.

Marrow rose from the throne and walked across the floor, planting the butt of her homemade spear on the flagstone next to Azari's crossed legs and then crouching down. Bone cracked and popped with the motion. "We keep Leech around 'cuz every now and then he's not a total loss," she said. "But you're a different story. Come with a short expiration date, you do. What's your name, kid? And remember, I'm just asking to be polite. Ever already picked your brains."

His nose wrinkled involuntarily; she didn't smell much better than her throne room. Up close he could see old scars crisscrossing her body and raw, bald patches where bones had grown through her scalp. "Azari."

For some reason, a small, triumphant smile began to creep across Marrow's unpretty face. "You ever hear about the Morlocks?"

A faint tug at his memory – but it was gone before he could begin to pin it down. He shook his head.

"Callisto?"

He shook his head again.

"Mikhail?"

Impatient with this string of random, meaningless names, he said emphatically, "I've never heard of any of them."

"Well, forget about the last two. They're history. And _we're_ the Morlocks," she added, jerking a thumb at herself and then at the other people in the room. "The ones who matter, anyway. All of us here in the Hill are mutants. You know about mutants, right?"

Tony had explained mutant genetics to them, once Azari and Pym started zapping things every time they sneezed. A few twists of DNA seemed inconsequential to Azari, but according to Tony, being born with an x-gene had been a dangerous thing to do in the world pre-Ultron.

That was the world Marrow and the Morlocks were used to. He would have to remember that.

"Yes," he said in answer to her question, reluctant to agree with anything Marrow said – even if it was true.

Her smile widened into something sly and vicious. "Okay, kid. Who're your parents?"

Azari looked beyond Marrow, trying to see where Laura had positioned herself. He wasn't stupid enough to try another attack with half of his powers gone - not if a blood-crazed fighter was within easy striking distance, just waiting for another chance.

Laura was less than a yard away. Her hands hung at her side, but her fingers were twitching, obviously wanting to pop those claws again.

Azari shoved down his feeling of disappointment and refocused on Marrow, saying, with all the dignity he could muster while sitting handcuffed in a pile of garbage, "My father was the Black Panther."

Marrow briefly looked over her shoulder at one of her goons. Her smile grew larger. "And your mother?"

Azari realized that he hated this woman. He had known her for under fifteen minutes and he would have cheerfully electrocuted that smirk off, with no regret or remorse. He hated her just as much as he had Ultron, and that both surprised and dismayed him.

It did not, however, change the fact that he hated her.

"I don't know," he said through clenched teeth.

"Couldn't hear you, kid. Say it again." Her smile was predatory now, but also – for the first time – genuinely delighted. "Louder."

"I said _I don't know_!" he shouted. "No one ever told me, and I don't remember! Okay? Are you happy?"

Marrow reached over and slapped his cheek lightly – just hard enough to sting. "Oh, yeah, I'm happy," she said, standing again. "Ever, send the word out. I want all the Morlocks up here, doubletime. We're gonna have a trial."

Ever – the brain guy – warbled, "Yes, Marrow," in dispassionate tones.

Marrow stood next to Laura (who was still glaring) and rested a hand on the girl's shoulder. "Go get Callisto out of the dungeon," she ordered. "The other brats too."

Laura stalked off, and Marrow smiled down at Azari.

"Yeah. A nice public trial. And then," Marrow said, "we're gonna have an execution."


	7. jump bail

Nate waited for the guard to move along, then slipped into the so-called dungeon block. The dungeon had been another of Mikhail's contributions to the fortress, before some of the Morlocks had… _disagreed_ with the madman. That scuffle was ancient history in Morlock terms: pre-Ultron. Practically at the dawn of time. And yet, like all Morlock "ancient history", it kept popping back up and causing trouble.

Take, for example, this mess with Marrow and Laura and that Panther kid. Azari. Two of those three people hadn't even been alive when the problem started. But they were all definitely caught up in it now - along with Nate, his sister, and a bunch of annoying kids from Upworld.

He gave a mental shrug and refocused. Dungeon block. Jailbreak.

Only two of the cells were occupied, their energy fields humming away while the rest lay dormant. He considered blocking himself from Callisto, but that maneuver was tricky for a novice psi, and anyway, it wasn't Callisto he needed to hide from.

So he gave her a nod and a salute as he passed her cell. Overall she looked the same as the last time Nate and Ray had snuck into the dungeon to visit: too skinny, too dirty, too tough to die. It would take a lot more than neglect to kill Callisto.

"Kid," she said, nodding back at him. The scars under her eyepatch twisted the shadows cast onto her face by the energy field. "Here for the Upworlders?"

"Yeah," Nate said. He stopped in front of the only other occupied cell and gave the two boys inside an appraising scowl. "They don't look like much."

The older boy – Hawkeye – arched an eyebrow, but refused to take the bait. Smart. His teammate, however –

"Oh yeah?" Pym demanded hotly, coming perilously close to the juiced bars. "And who're _you_ supposed to be?"

Nate pulled his staff from its loop on his back and expanded it with a snap. "Your new best friend. Unless you don't _want_ to escape."

Pym blinked. "Well… _yeah_ we want to escape!"

Hawkeye said, "How do we know we can trust you?"

_James says you can_, Nate told them telepathically. He showed them his memories of James (reluctantly) agreeing to the plan. "And if you _can't_ trust me," he added aloud, with a smirk he knew wasn't winning him any points, "we can always fight later."

"I'll keep that in mind," Hawkeye said dryly.

Callisto harrumphed in amusement. Nate ignored her. Instead, he focused on the tip of his staff – it helped him to channel and direct his otherwise unwieldy telekinesis.

It bothered him that Ray was right about how unskilled he really was. Especially because _he_ was getting his part of the mission done competently and efficiently, and _she _was off making googly eyes at that Avenger dork.

Nate tapped the control panel with the end of his staff, transferring the TK energy into it with no more than a quick golden glow. The panel disintegrated in a shower of smoke and sparks, the energy field fizzled out, and he pulled the door open. "Okay, let's go."

Hawkeye and Pym stared at him for a moment, both visibly nonplussed. Then Pym said, "How'd you do that?"

"Brains over brawn," Nate said, collapsing his staff and sticking it back through its loop. He turned and walked away without checking to see if the Avengers were following.

Of course they were: Hawkeye with an unimpressed snort, Pym exclaiming, _"Cool!"_

Nate stopped in front of Callisto's cell. She gave him her usual cynical, one-eyed stare and said, "You're not breaking me out."

"No," he said, feeling the usual miserable sorrow over his failure to save the woman. She'd taken in his "family" when they desperately needed mercy, and then watched over them for years – until she'd lost that duel with Marrow and wound up here, a prisoner of Morlock politics. She hadn't been his surrogate mother, but it was something close to that, and every time he turned his back on her cell, it stung. "Not part of the plan."

A ghost of a smirk flitted across her tired face. "You kids and your plans. All right. I'll just curl up and take a nap. I _am_ an old lady, after all."

"That's not true," Nate said instantly. "You've never been a lady."

Callisto gave a short bark of a laugh, her teeth sharp. "Flatterer. Get out of here before the idiots come back."

Nate sketched another salute, feeling obscurely better, and walked on. "Come on," he said to the Avengers trailing him. "Time to meet my sister and the dork."


	8. don't steal, don't lift

It really _was_ easy.

Most of it, anyway.

Ray keyed open the door. She stayed outside, but James walked through and paused, as he'd been instructed to do. A scanner on the wall glowed to life, blinking red as it swept him with some sort of beam. Then it bleeped and the light switched to green, exactly the way Ray had promised it would.

"Baseline human," Ray said, smug. "I knew it. And Nate said no – 'Captain America was genetically modified,' blah blah blah." She huffed scornfully. "Like _Nate_ knows anything about genetics. Score one for us - who needs security codes, right? Not like someone didn't have _two years_ to get them or anything... Okay, so do you see it?"

James looked around the room. It was some kind of security command center; there were monitors plastered over every inch of available wall space, with work stations and keyboards scattered around. Also scattered around was a bunch of trash and grime.

"You guys aren't big on cleaning, are you?" he said over his shoulder, picking his way through.

Ray sniffed derisively. "That's Marrow and her goons being pigs. Callisto always kept things spotless."

James saw what Ray wanted, shoved carelessly into a corner beneath a shelf. It was a black nylon backpack with a faded red X-circle design emblazoned on the front.

On top of the bag, someone had balanced and then abandoned a plate with a moldy rime of old food smears; around it, an entire herd of spiders had lived, spun webs, and died.

He nudged the plate off with the edge of his shield, then blew away the worst of the cobwebs, put the shield on his back, and picked up the bag. He had braced for something heavy and was surprised to find it practically weightless.

"Is this it?" he asked, standing and holding it up so Ray could see.

"Yes!" she exclaimed. She punched the air in victory and twirled around. "Come on, come on, bring it out here!"

James took a last look around. The monitors were switching between feeds from cameras apparently mounted throughout the Hill. One smaller monitor was displaying a loop of recorded footage: the Avengers clustered around the door in the sewer, Pym examining the security panel.

"They knew we were coming," James murmured. Another monitor showed the Avengers standing in the tunnel to the cathedral, pointing at what had been a blank stone wall - except on the screen, the door to the sewer was clearly visible. Now he understood: Marrow's telepath, Ever, had done the same thing to them that Ray had done to Vessel. The door had always been there; their brains had simply been told that it wasn't.

For some reason he felt betrayed. He put the black bag down on one of the work stations and reached up to touch the monitor. Instantly the picture changed to a static shot of Azari, and information began to scroll down.

"Come on," Ray urged from the doorway.

" 'Munroe'?" he read, dubious.

"James! Come _on!_"

He made a mental note to ask Tony about several things, picked up the bag again, and rejoined Ray outside the security room. "What's the big rush? You said –"

"Vessel's coming back," she said, frantically tapping out the code to reset the door. "Hurry and maybe we can make it up the stairs."

James didn't need more persuading. He waited until she was done, passed the black bag over, and ran up the stairs with her, taking the steps two at a time. "Can't you just block us again?"

"Um… that doesn't always work."

"Oh great."

He got his shield ready, but they made it up the stairs without running into Vessel.

Instead, they ran into him in the hallway. Literally.

James and Ray rebounded off of Vessel's big green chest; James felt the tug of Ray's telekinesis holding him upright.

"You!" Vessel exclaimed, red eyes widening.

James didn't even think; he whipped his shield up and caught Vessel under the jaw. The green-skinned head snapped back and James used the opening to plant a boot squarely in Vessel's abdomen. The bigger man grunted and staggered sideways, but didn't fall.

Vessel caught his balance and wiped a massive hand across his mouth. "You'll regret that, flatscan trash!" he said, sounding pleased. He brought one fist up and aimed at James. A sphere of white light crackled around his clenched fingers, then shot out in a deadly blast.

James took the impact on his shield and it drove him backwards, his feet sliding on the floor. Only for a second, though, because Ray's telekinesis snatched up Vessel and sent him pinballing off of the ceiling and walls with incredible force and speed. Stone cracked into webs of fissures, metal was wrenched and warped into huge dents – and then she slammed him into the floor. Hard.

Lights like small comets streaked from his prone body, pinging around before dissipating into showers of sparkly dust.

Ray leaned over him, saying firmly, "Go to _sleep_. Genejoke."

Vessel tensed and then went limp. After a heartbeat or two, he started to snore.

"He's out," Ray said. She rubbed her forehead with the back of her hand. "Ugh. I hate touching his mind."

James found his voice, which, unfortunately, sounded like Pym's: "That was _awesome_!"

Ray stared at him blankly. Then a huge smile spread across her face. "Really?"

He looked at the seven-foot slab of muscle snoring on the floor, the craters in the walls and ceiling, then at the teenage girl who'd done all of it with a flick of one wrist. "Well – yeah!"

She flushed pink all the way to the tips of her ears. "Thanks," she said, sounding almost shy.

James abruptly left his comfort zone. He had seen Torunn blush… once?... in his entire life. And it hadn't been because of _him_. He looked at the floor and scratched at the back of his head, hoping he wasn't turning red himself. "Um, you're welcome."

"Hey," Nate's voice said. "If you guys are done making out, you wanna finish escaping?"

James wheeled around, ready to tear Nate's head off, and found himself smacked in the nose by a glowing green bug.

"Ow!" Pym cried, bobbling around haphazardly. He shook his head and dropped to the floor in his normal size. "James! Who's the big ugly green guy? I _told_ you there'd be monsters down here! And did you meet Nate? He's totally cool! He broke us out of this gross dungeon those other guys threw us into, and it was _so cool_!"

Pym paused to take a breath, and in the gap James clearly heard Ray hiss, "You are _dead_!" at her brother, who said, "Whatever," and yanked the black bag out of her hands.

"Hawkeye," James said quickly, both to cut Pym off and to ignore the Ray situation, "are you all right? Any sign of Azari or Torunn?"

Hawkeye shook his head. "No. According to _him_ –" he tilted his head in Nate's direction "- Torunn and Azari are being held somewhere else by some woman named Marrow."

James approved of Barton's disdainful attitude toward Nate. Moreover, with two of his teammates back, he felt a lot more like a leader again. "No problem," he declared. "Let's go get them back."

Nate stopped glaring at Ray in favor of a cough and an "Umm…"

"_What?_" Ray asked, sounding as exasperated as James felt. Then her eyes flashed orange and widened in alarm. "Oh. _Oh_. Gene Nation _again?_"

"Yeah," Hawkeye said. "Whatever that is. Hate to tell you, Cap, but it's going to be a problem."

James said, "I _knew_ it."


	9. watch the plainclothes

When the Morlocks began trickling into the throne room, Azari had the best seat in the house.

Well, almost: he was chained to the dais beside the throne, not on the throne itself. That was occupied by Marrow, who had ringed herself with her cronies.

Azari had company, too, in the form of a fellow prisoner. It was an old woman, shackled beside him. She looked like all the kindness had been sucked out of her a long, long time ago, leaving scars, sinew, an eyepatch, and a shock of greasy gray hair.

The old woman was the much-discussed Callisto. Laura had been dispatched to fetch her while Hemingway effortlessly moved Azari from the floor to the dais and looped a chain through his restraints.

When Laura had returned, dragging Callisto with her, Azari had been futilely testing his new bonds. Even with his hands in front of him, he couldn't rise beyond a kneeling position. He had therefore almost missed the conversation between Marrow and Laura:

"Where're the brats?"

Laura had shrugged. "Vessel put them in the basement."

A growl from Marrow. "Needs to stop trying to grow a brain. Fine, leave 'em there. We'll kill 'em later."

That was it – but brief as the exchange had been, it left Azari grimly relieved. No matter what was about to happen to _him_, the other Avengers were still alive.

Not that he was in a big hurry to die. He was only fourteen, and there was a lot of stuff he wanted to do.

There had been another conversation, harder to miss, between Marrow and Callisto. As Hemingway restrained the older woman on the dais, Marrow had come to gloat over her, hands on hips.

"See you finally worked up the nerve," Callisto had said. Her eye had been on the floor, but, coupled with the faint smirk on her mouth, it had clearly been a gesture of defiance, not submission.

That barb had gone home. Marrow had actually flinched. "Should've killed you two years ago, miserable old cow."

Callisto's smirk had grown stronger, but she hadn't said anything more. Marrow had snarled and turned away, kicking Azari as she went. That had hardly seemed fair to Azari, but he'd swallowed his anger and tried to focus on how he might get out of this alive.

The Morlocks now shuffling into the room fell into two camps. The majority were big, strong, and ugly. They were clearly friends of the current government, judging by the confident swaggers and scornful poses.

The rest were cowering and dirty; they radiated defeat, fatigue, and fear. None of those would look at him, or at Callisto, who had obviously been someone important here, once. They were all, every last one, grotesquely mutated. He saw fur, feathers, bat wings, fish scales, insect eyes, slime, tentacles, tendrils, misshapen faces, and distorted bodies, in every color and texture ever imagined.

After a while he got used to it, only to be shocked all over again when he saw a dozen or so small children behind herded along by a doddering old woman in a tattered kerchief. They were going to let _kids _watch an execution?

Callisto kept her chin high and her posture defiant; her single dark eye blazed with unbroken spirit. Azari decided that the least he could do, as a king, was to go out with the same dignity, and set his spine.

On the other side of the dais, the false Torunn suddenly grunted and bent over double at the waist. Her sword slipped out of her fingers and clanged onto the stone floor.

Marrow was not impressed: "Trouble, Sack?"

"My host," came the pained reply. "She's still – _ngh_ – still putting up a fight. I can't figure out – _ah_ – why she isn't she dead yet."

"She's a _god_, genejoke," Laura said, curt. "She's not going to suffocate. I told you to take over one of the others."

Horror swamped Azari.

_Host_._ Suffocate_._ Take over_.

Then that was… that was the _real_ Torunn, being used as some kind of… living _puppet_?

As he stared, sick, Torunn's body straightened and the shuddering eased. Sack held up an armor-gloved hand and examined it, flexed the fingers, and curled it into a fist. "All better," he said with Torunn's mouth, smirking at Azari.

"You're not mutants," Azari said, finally finding his voice. "You're _monsters_."

Marrow laughed at him. "Today, halfscan," she said, "we're gonna be Armageddon." She turned to Ever. "That everyone?"

"Yes," he said in his warbled voice.

Azari's attention was diverted momentarily by a flash of bright orange-red in the crowd. Amidst all of the grossly deformed mutants was a perfectly normal-looking girl with short red hair. She had her eyes squeezed shut in a look of intense concentration.

_Weird_, he thought.

Marrow was still talking to Ever. "What about the X-twerps?"

Ever was silent for a long moment. Then he said, "They are not here."

Marrow was not impressed by that, either. She rolled her eyes and resettled herself on the throne. "Tell 'em to shut the doors."

Ever must have done so telepathically, because the two of the loyalists at the back of the room closed the massive throne room doors with a rumble and a very final-sounding bang.

"Morlocks!" Marrow called, and the few murmurs of voices ceased.

The girl with red hair caught Azari's attention again. This time she cracked an eye open, looked straight at him, and gave him a fractional nod – a move so tiny he thought he might have imagined it. Confused, he just blinked.

"Twelve years ago we came back here," Marrow said. "Back to this miserable stinking Hill. Hiding _again!_ Not from humans, not from Sentinels - hiding from _one robot_."

Her derisive tone was echoed by several hoots and boos in the crowd.

"Hiding because of who we are," she went on, voice rising. "Because we're mutants and Upworld wants us dead!"

More agreement from the crowd, which seemed to be getting increasingly restless.

"We know what happened before. How many friends and lovers and babies we lost when Upworlders came into _our_ tunnels to kill _our_ people. We know why we had to come to the Hill in the first place! And we know why Morlocks can't be weak any more!"

"Kill the flatscans!" someone shrieked, to widespread approval. Marrow flashed a predatory grin and held up a hand for patience.

"Twelve years we've been hiding like scared little mice. Twelve years we've been waiting for a rescue that never came! Where is she?" Marrow asked, voice taking on a razor-edged mocking tone. "Where is the Windrider? Dead and gone – no use to _us!_"

She spat on the ground for emphasis. The crowd cheered and clapped.

"But now the robot Ultron is dead and Upworld is back to its old tricks. I caught them red-handed! They've sent their spies here, to _our home_, to our only safe place." She pointed her spear at Azari, then swept it in Callisto's direction. "They want to conspire with our _traitors_ to kill us all!"

"That's not true!" Azari cried, but he was drowned out by angry shouts from the crowd.

"Instead," Marrow shouted, "we're going to do what we should've done twelve years ago! We're gonna go Upworld and kill all the humans! _Once and for all! _ We'll make our own gene nation! _Freedom for Morlocks! Revenge on the flatscans!_"

The Morlocks never got a chance to respond to that, because an arrow sliced through the air and detonated in the rock at Marrow's feet.

Azari turned away from the explosion and the resulting smoke cloud, squeezing his eyes shut to avoid the stinging ash; he accidentally breathed some of it in. Over his coughing and the panicked shouts of the Morlocks, he heard James yell, "_Avengers – assemble!_"

Now that Azari had a chance to think about it, that wasn't the world's greatest battle cry.

But he hardly cared.

He opened his eyes, trying to find his teammates, and saw several things happening at once.

One: Hawkeye, perched in the clerestory windows, was coolly and methodically firing more explosive arrows into the crowd, forcing them to the back of the room.

Two: Ever, whole-body brains pulsing, collapsed face-forward on the dais steps.

_Brawn over brains_, a voice said into Azari's mind. The red-haired boy standing behind Ever gave Azari a grim half-smile, twirled his staff, and swung the weapon's glowing end at Marrow with a shout.

Three: The red-haired girl, eyes flaring bright orange, darted in front of Sack and said, "Party's over, parasite!" Sack looked alarmed and tripped backwards on the steps.

Four: Hemingway lunged forward, but was met halfway by the edge of James's shield. James himself leaped through the dissipating smoke and caught the shield as it ricocheted, then tried to press the attack on Hemingway. The huge gray mutant made a surprisingly nimble move, plucked James out of midair, and slammed him to the ground.

"James!" Azari pulled hard against his restraints, twisting and turning, desperate to help his brother, who was now well on his way to getting crushed.

"Hey!" a tiny, indignant voice called, as the green light zipped around Hemingway's head. "Pick on somebody your own size!"

Hemingway laughed and swatted one-handed at Pym – but he stopped laughing when a fifteen-foot Pym dropped down and socked him with a stinger blast. Hemingway roared in pain and grew bigger himself.

James scrambled clear of the giants' brawl and staggered towards Azari. "Hang on," he said, hefting his shield.

There was a squealing shriek somewhere in the room. Suddenly – _yes!_ – the lightning inside Azari was back. He immediately poured a charge into the restraints, frying them and weakening the chain to the point of easy collapse.

He scrambled to his feet, free at last, and clasped hands with James briefly. Then he leapt to join the boy fighting Marrow.

Time to get even.


	10. get sick, get well

Torunn was drowning.

She was at the bottom of a endlessly deep black hole, and she couldn't breathe. She had been fighting to get out for an eternity now, attacking the walls of her grave-pit with her sword and her bare hands. She'd come close to victory a few times. Close… but had, ultimately, failed.

It was many times worse than when she had suffocated in near-Earth space, in part because she had already died this exact same way – and partly because she knew, in her heart, that her father couldn't save her now.

She wasn't anywhere near Bifrost or Asgard this time. She was locked inside herself.

The slimy blue _thing_ that had shoved her down into this pit reappeared in front of her. Torunn knew – somehow – that none of it was really happening, that it was all in her head, but that didn't stop her from trying to get a fresh grip on her sword, the better to take the creature's head off.

She failed; she couldn't take more than a step before she crumpled to her knees, vision shaking and splintering from lack of oxygen.

_Sorry_, the blue slimeball said, standing over her. His skeleton luminesced through the semi-transparent material of his body. _Ordinarily, I just wait these things out. You know, sit back, relax, allow nature to take its course. No point getting my hands dirty, as it were. But you have to die right now – I've got a bit of an emergency out there in the real world, and you're distracting._

_You can't kill me,_ Torunn said, gasping and straining to lift her sword. Humiliation burned: she was too weak to fight a sack of jelly! What would her father think? She was almost glad he wouldn't be able to witness her death, if it was going to be so pathetic.

The slimeball grabbed her throat with one skeletal, oozing hand and squeezed. Jelly lips peeled back from ghostly teeth in a cruel leer. _ Watch me, princess._

Torunn struggled, but it was a lost cause and she knew it. She managed, with supreme effort, to make a token swing at the creature crushing the air from her chest. It wasn't much, but at least she could say she died fighting, like a true warrior –

Golden light exploded the blackness into trembling fragments. The slimeball let go with a shriek and Torunn dropped. She landed on her side, too stunned to right herself, and stared blankly at the firebird looming overhead.

_GET OUT_, a girl's voice boomed, _OR I'LL __**BURN**__ YOU OUT._

The slime creature backed away from Torunn._ You can't!_

_WATCH ME. PRINCESS._

A wave of golden-white fire enveloped the blue slime body. The fire was beautiful, mesmerizingly so; every color in creation danced through the flames. Torunn watched in open-mouthed awe, too entranced by the wonder of it to notice that her enemy was screeching in pain.

The thing huddled on the "ground" in a smoking heap as the fire disappeared. His blue jelly body was cracked and charred. Chunks fell from its bones and disappeared into thin air before they hit the pit's floor.

_I NEED YOUR HELP,_ the voice said to Torunn. The blazing firebird shivered and resolved itself into the figure of a girl about Torunn's age and size. She still glowed brightly enough that Torunn had to squint to see her, but her voice lost the cataclysmic boom: _It's your mind and your body. I weakened him, but __**you**__ have to be the one to drive him out._

_I can't,_ Torunn said, hating to admit it – but what else could she say? Her hands had gone numb, and her vision was almost entirely obscured. To say nothing of the crushing weight on her chest that kept her from breathing more than a wheeze at a time.

_Yes you can. Just… push him away. Come on – for the Avengers. For Asgard!_

Here was another chance to die fighting – or maybe to not die at all. Hope blazed.

Torunn somehow heaved herself up onto her knees again and glared at the slimy blue huddle. _Out_, she gasped at him. _Get out!_

He twitched and slid away into the darkness, just a little. A very little.

_That's it_, the girl said, putting a hand on Torunn's shoulder. Strength flowed into Torunn, warm and golden; it was like being connected to a battery of life. _Keep it up!_

For Asgard.

Torunn picked up her sword. Forced her numb fingers to close around it.

For the Avengers.

She stood and found her balance.

For herself.

She raised her sword to the ready position, drew in a deep, clear breath, and roared, _THOU ART __**BANISHED!**_

Thunder cracked. The blue slime creature howled as he was blasted away into oblivion. And then -

- she was lying on her back, coughing and gasping, blinking at the too-bright light shining through the windows of some shabby throne room. Combat swirled around her, shaking the ground and knocking dust loose from the ceiling; her fingers twitched on the handle of her sword, anxious to join the fight.

And Hawkeye was kneeling, holding her head on his lap, looking down at her with first worry and then relief.

"Hi," she said, voice weak and scratchy.

"Hi, beautiful," he said. "You had us worried."

"I'm… I'm okay." She sat up and looked around, rubbing self-consciously at her throat. The blue slime creature was sprawled unconscious on the steps of the dais nearby, an exhausted red-haired girl sitting beside him. She gave Torunn a tired little smile, and Torunn belatedly recognized her as the firebird girl from the pit.

Pym was stomping around at giant size, fighting a half-dozen people only slightly smaller. Most of the rest of the crowd seemed to be intent on fighting James and an old woman with an eyepatch. Closer to hand, Torunn also saw Azari and a boy Pym's age being knocked around by a woman with pink skin and protruding bones.

Torunn's first instinct was to go help at least one of those beleaguered people. She wasn't back to full strength, but she was positive that she could smite _somebody_.

Although it turned out that she couldn't, at least not right away, because Hawkeye caught her wrist as she stood, pulled her back, and kissed her full on the mouth.

The kiss was quick enough that she almost missed it – but even so, it made her run out of air all over again. She didn't mind as much, this time.

He smiled at her, his dark eyes sparking. "I'm glad you're okay."

Heat flooded her face and tingled down her spine. "Me too."

He winked, and then waded into the fray, firing arrows with quick, cool precision, taking more of the enemy out of commission.

She had to force herself to stop smiling – it wouldn't do for an Asgardian warrior to have such a dopey expression – before she followed. To make sure everyone knew she was coming, she gave the loudest, fiercest battle cry she could manage. Then, as her opponents looked upon her with fear in their cowardly hearts, she started smiting.

It felt good. Very, very good.

And it ended abruptly when someone shrieked, "_Nate!_"


	11. losers, cheaters, sixtime users

**Note:** Well,_ this_ turned out longer than I expected. Huh.

.

.

.

One moment Azari and Nate had Marrow on the defensive, her back against the carved wall behind the throne, and then Nate was down and the red-haired girl was shrieking.

Azari didn't know how it had happened. Marrow was an exceptionally good fighter with years of experience and no qualms about playing dirty (he had the bruises to prove it), but Azari had quickness and electricity on his side – and Nate was no slouch, either.

And yet there was Nate, pinned to the stone dais with a booted foot on his chest and a razor-sharp bone spearpoint millimeters from his left eye.

"Drop the staff," Marrow said to Azari, who was standing stunned, his staff raised but useless.

"Don't you dare hurt him!" the girl cried from her unsteady stance on the bottommost step of the dais. Fiery orange light flickered erratically around her; she looked to be about three seconds from collapsing into exhaustion.

"Back off, brat," Marrow snarled. She was breathing hard, but otherwise none the worse for wear. "You're not a birdie yet. And you, Kitten – _drop the staff!_"

Azari looked at Nate, then at Marrow. Fresh anger burned a slow white blaze up his spine. _I __**will**__ take you down_, he thought, but let his staff fall. It clattered and rolled to rest at the edge of the throne a few feet away.

Startled to hear the sound so distinctly, he took a quick look at the throne room and saw that the fighting was tapering off. More and more of the combatants were stopping to watch the drama on the throne, explaining the overall drop in the noise level. Even the six gigantic thugs who'd been trying to drag Pym down were backing off – at least temporarily. Pym promptly shrank to micro-size and buzzed away to safety.

Marrow spat on the floor beside Nate's head and took a fresh grip on her spear. "Sit down before you fall down, baby Ray," she said to the girl, mocking.

Murmurs and whispers ran around, but nothing intelligible to Azari.

Nate was scrabbling at the boot, trying to pry it off but getting nowhere. Marrow ground her heel down into his ribcage and he cried out in pain.

"Don't," Ray said again, but she was wobbling, and the fire glow was flickering down to embers. Her knees abruptly buckled – but James, coming from halfway across the room, knocked three people down to catch her before she fell.

"Stupid X-kids. Bad as your parents – think you're all so _special!_ Up to us Morlocks to teach you different." Marrow moved the spear across Nate's face, scratching a thin red line across his nose. Nate grimaced, but made no sound. "Which one you wanna lose? Right or left?"

Azari's entire body tensed to attack – but as close and as fast as he was, he knew he couldn't knock her spear away before she maimed Nate. He was stuck, watching uselessly, just like the rest of his teammates.

"Stop!" James shouted. He brandished the shield in front of him, albeit with only one arm, since the other was supporting Ray. "As the leader of the Avengers, I'm ordering you to stop!"

Marrow barked with laughter. "Or what? You arrest us?"

James blinked, nonplussed. "Um…"

Azari inwardly groaned. Why were they only half-good at superheroing?

"Upworld Avengers have no power here," Marrow said, loud enough for all of the Morlocks to hear. She raised her spear slightly, although it was still pointing at Nate. "He challenged me, he lost. My right to kill him!"

_Challenge her_, the mystery voice prompted. Azari looked around wildly, certain that the voice was coming from someone in the room. He saw Ray – still being held up by James – and realized with a shock that it was her. _Challenge her!_

"No it isn't," a Morlock man in the crowd called out, unexpectedly. Heads swiveled toward him, some angry, and he continued, with less certainty: "Storm changed the law."

Storm.

Azari froze.

Storm?

Marrow roared, "_Don't say her name!_"

The man shrank back, absolutely cowed.

Marrow said, with an inhuman level of venom, "She's _dead_. Doesn't _get_ to make rules. _ I'm_ the leader – do what _I_ want!"

"If you hurt Nate," James said, warning, "the Avengers will make sure you go down."

With a shout of "Verily!", Torunn, bearing Hawkeye, landed beside James. Hawkeye nocked and aimed an arrow, and Torunn leveled her sword at Marrow, finishing, "We hath defeated Ultron, and we can defeat _you_!"

The heroicness of that was somewhat lessened when Pym popped up, adding, "Yeah! Ultron was _way_ scarier than you! - you're just a big pink _chicken!_ And you smell bad!"

Marrow's lips drew back in a growl and Nate made a choking noise. "Not… helping, Pym," he wheezed – the first words he'd said since the fight began.

_Challenge her_, Ray's voice said again. Desperate. _To a duel for leadership._

Azari tried responding:_ What good will __**that**__ do?_

Ray's mental voice was struggling._ Has to… Someone has to... if... and no one else can do it. Only… ah – you, because… because -_

In the real world, Ray's eyes rolled back and her body went limp, nearly dragging James down with her. "Ray!" James said, justifiably alarmed.

Marrow gave one of those infuriating snickers.

Azari saw red.

"I challenge you," he blurted. "To a duel. For leadership!"

Something sly and smug flickered within Marrow's victorious smile. "Can't," she said, loudly enough for everyone to hear. "Have to be a Morlock. And you're _not_, Kitten."

Judging from the murmurs and mutters of the crowd, that was true. Azari glanced around, baffled. Then what did Ray mean, _"only he could?"_

His gaze fell on the bas-relief of the lightning woman. The weak light from outside had shifted; for the first time, it picked out faded white paint on her carved hair and bright blue glitters in her eyes.

Storm.

That white hair had been soft as a cloud – the eyes as blue and clear as a summer sky – and her voice had been low and melodic, singing him to sleep while her arms held him close.

"Mama," he said to no one, stunned.

The stone carving smiled serenely down at him.

Storm.

His mother.

He didn't know how he remembered – and he couldn't grab any more memories of her out of the ether – but he knew that Storm, the Windrider, the Queen of Wakanda, was his mother.

His hesitation vanished.

"No, I'm not a Morlock," he told Marrow, feeling a fierce joy at the way her smile faltered and died with his next words: "But my mother was."

Quick as a cat, he kicked his staff up into his hands, spun it, and turned so he was facing both Marrow and the crowd. His lightning surged up, almost unbidden, and flared around him in a bright sphere.

Azari planted the end of his staff on the stone of the dais and proclaimed, "My name is Azari, king of Wakanda, son of the Black Panther and Storm. I challenge you in my mother's name!"

His voice rang out clear and true and strong, like a king's, like a roll of thunder on a sunny day.

The Morlocks, even the ones on Marrow's side, broke into an excited buzz. Marrow looked around at her subjects, her face twisting in anger, hatred, and – fear.

"Accept," Callisto called out. The old woman was standing in the middle of the crowd, arms crossed over her chest, glaring defiantly. Marrow locked eyes with her for a long moment.

Then she took her foot off of Nate's chest and kicked the younger mutant in the ribs as a goodbye. "I accept."

"Uh," Azari said intelligently. "Okay."

He didn't know what was supposed to happen next, but evidently the Morlocks did, because a roughly circular space immediately cleared in the center of the throne room. Marrow stalked down the dais steps and took up a stance at one end of the circle.

Azari followed and took his own position on the opposite side. His brothers and sister (and Nate, who was helping James with the unconscious Ray) were right behind him. He felt better just knowing they were there.

It would be nice to have moral support as he was being beaten to death.

"Rules are no powers, no help. You win, you're the leader. I win, you and all your Upworlder friends are toast. I choose the weapons," Marrow said. She looked at Azari's staff, smirked, and put a hand on one of the bones jutting from her back. "Knives."

Azari had no desire to fight her with knives. For one thing, he had no real experience with them. For another, he suspected that she did. A lot. But… "I accept."

She pulled two bone knives from her back and spun them. "Get him armed," she said to no one. Motion in the crowd; a cadaverously thin man with ratty clumps of black fur passed Torunn two blades. Torunn, in turn, handed the knives to Azari.

He was relieved to see that they were metal. Fighting with Marrow's… well, _marrow_ was too disgusting to contemplate.

"Fight with honor and courage," Torunn told him, gripping his hands tightly around the knife hafts, blue eyes blazing.

Azari nodded at his sister, grateful for the words of encouragement. He looked over her shoulder at his brothers and Hawkeye, hoping that he wasn't about to die in front of them. Then he got a good grip on the borrowed knives and settled into a stance just as Marrow attacked.

He had fought her already, not five minutes earlier, but this was different. Then, she had been toying with him and Nate, just batting them around, holding them off while she waited for reinforcements.

Now she was out for his blood.

And she got it.

He ducked a high slash and flipped to the side, landing in a crouch and bringing a knife up to block her downward strike. But her other hand whipped around and sliced into his arm.

"Ah!" He kicked her, moving on instinct, and jumped backwards. The gash on his bicep was shallow, but long and bleeding profusely. And it _hurt_.

"First blood to me," Marrow said, victorious again. She wiped her bloody knife on her pants leg and waited, stance open, grinning ear-to-ear. "Come and get me, Kitten."

Azari gritted his teeth, adjusted his grip on his weapons, and did as told. This time he worried less about hitting her and more about not getting hit himself. She was fast and treated the knives as extensions of her hands – which, he supposed, only made sense. He couldn't hope to match her skill, but he found he was able to stay just out of her reach, forcing her to come to him.

He jerked back, narrowly avoiding losing an eye, and an idea bloomed: she was older, less quick, less agile. She was already starting to breathe hard. He could wear her down.

But Marrow had figured that out too, because she switched her focus from his upper body to his legs. After one swipe nicked the back of his thigh he realized she was trying to hamstring him.

And she would, eventually. She didn't have advantage in speed or the youth, but she had the experience and the viciousness. Before he could tire her out, she would cripple him. Then she'd kill him. And then she'd kill his family.

He'd been ignoring the shouts and cheers from the crowd. Now he called, "Any advice?" over his shoulder without taking his eyes from the woman trying to eviscerate him.

Torunn offered an enthusiastic, if unhelpful, "Smite her!"

James was a bit more useful: "Watch your balance!"

Hawkeye cupped his hands around his mouth and shouted, "Go for her throat!"

"_Duck!_" Pym shrieked.

Azari ducked, just in time to avoid losing the top of his scalp. The knife – or maybe one of Marrow's protruding bones – scored across his shoulder instead. It burned even worse than the cut on his arm.

He finally saw an opening and attempted a strike of his own. It wasn't bad, all things considered, but it was several grades below Marrow's expertise, and she blocked it easily, then pressed in. He struggled to get clear again and took the flat of a blade on his left arm; the ragged bone sliced him anyway. "I need _better_ advice!"

"Don't fight on her terms," a woman's voice called. Preoccupied with dodging the latest assault, it took Azari a moment to recognize the voice as belonging to Callisto. Well, she would know, wouldn't she?

Okay. It made sense. _Don't fight on her terms_. That meant fighting on his terms. And _that_ meant –

Azari skidded back in a crouch, dropped the knives he didn't know how to use, and leapt for her throat with a panther's roar.

He caught her when she was in between steps, momentarily off-balance, and even though he felt a blade bite into his side, he kept his momentum and carried her down to the floor. She slammed into the stone and he made a quick grab for one of the knives, stomping on her wrist to make her open her hand. Bone crunched, but he couldn't tell if it was part of her actual skeleton or only one of the protrusions.

Her fingers released. Azari plucked the knife away and flung it behind him. It slewed across the floor, spinning, and vanished into the edge of the watching crowd. "That's one!" he said, ecstatic to have finally scored a victory, however small.

Marrow was back up on her feet faster than Azari had expected, and there was a feral light in her eyes that made his good feelings vanish. She charged him and he barely got his arm up to stop the downward plunge of her remaining knife.

She was taller than he was, but he was putting all of his strength into holding her at bay. The stubby, sharp-edged bones jutting from her forearm dug into his hand.

"I'll cut out your heart!" she growled, her face inches from his.

Azari knew it was precisely the wrong time to notice these sorts of things, but her breath smelled really bad.

Marrow's free hand darted behind her back. There was a sucking _pop!_ back there. And then she had another knife –

Azari didn't think; he powered up his lightning and blasted her.

Maybe it was adrenaline. Maybe it was a trick of the light. Maybe it was just a measure of his panic. But it seemed to Azari, in the microsecond before the lightning surged from his body and propelled her across the dueling circle, that he could see his mother reflected in Marrow's eyes.

Marrow landed with a thump and a snap of bone. The peculiar stink of burnt hair overwhelmed the other odors in the room, and the Morlocks went deadly quiet.

Too late Azari remembered that the rule was "no powers". He felt a surge of panic and grabbed for his staff, just to have a weapon in hand.

Then – "She cheated! _Forfeit!_" Nate yelled, and the crowd erupted into shouts, jeers, and accusations.

The two opposing factions started tussling again. For a long, perilous moment it looked like a full-scale, bloody riot was about to break out. Then a giant-sized Pym stomped into the fray, the top of his head brushing the ceiling, and shouted, "_Hey! __**Everybody shut up!**_"

He pounded on the wall of the throne room for emphasis, making the room shake, large chunks of plaster fall, and more than a few people lose their balance.

Everybody shut up.

Pym pointed an indignant finger at Marrow, who was still sprawled on the floor, trying to get up but having a difficult time of it, what with the aftereffects of fifty thousand volts. "_Come on, _guys!" he exclaimed. "She totally cheated! She said 'no powers' and then she pulled another knife out! Which was kind of awesome, but still cheating."

"He cheated too!" someone countered, to a general rumbling of discontent.

"Yeah, but after she did," a new voice said. Azari turned to see Laura pushing her way through the crowd, metal claws out and a black backpack slung over one shoulder. "Summers is right. Marrow forfeited. What happened to Ray?"

"Fainted," Nate said calmly. "She just overdid it. She'll be okay. Where were you?"

"Handling things," Laura said, her fingers twitching.

Nate made a noncommittal noise and Laura came to stand by Azari. "Good work, Panther."

"Uh… thanks?" he said. He wanted to ask, _Wait, aren't you trying to kill me?_ but didn't feel like pressing his luck.

Marrow, meanwhile, had finally gotten to her feet. She was holding her wrist awkwardly, and her normal pink had deepened into a rageful rosy hue. "You –! I took you in! I _trained_ you!"

"Logan trained me," Laura shot back, claws coming up. "And he did it better."

"_Traitor._"

"Yeah. Funny how that works." Laura turned her dark scowl on the Morlocks, who were now shifting and murmuring uneasily. "Listen up! Let's make this official. Azari won the challenge. He's the leader. You got a problem with that, you can take it up with the X-Men _and_ the Avengers."

No one looked like they were going to have a problem with that.

"We're leaving," Laura said to Marrow. "We're gonna go to Upworld and help the humans rebuild. You can come with us, or you can stay here. Your choice."

Marrow said nothing, but her posture deflated. She dropped out of her fighting stance.

Laura sniffed, then withdrew her claws with a _snickt_.

"_Laura's_ your leader," James said to Nate, in a tone of sudden understanding. "And this was her plan all along?"

"More or less," Laura said. She turned to Azari and offered her hand. "Hey. Storm's kid. Welcome to the X-Men."

Azari took her hand (cautiously) and shook.

"Now tell 'em they need to pack up and go to the cathedral," Laura said in a voice only Azari could hear. "That's the only way out."

"Uh… Okay." Azari faced the Morlocks, took a breath – and whirled again as Pym cried, "Azari! Look out!"

This time Marrow put the first blade into Laura, who stumbled backwards and collapsed to her knees, body curving around the wickedly sharp bone shard sticking out of her abdomen.

Cries of horror and shock. Azari snarled and brought his staff around, but Marrow was no longer standing where she had been just half a moment ago. Instead, she was driving a bony elbow into the side of his head, hard enough to make him see stars.

Strong, cruel hands grabbed the collar of his clothes, twisting and lifting him free of the floor. Azari was seeing double, but there was no mistaking the raw hatred and anger blazing out of the older woman.

"I should've killed Storm," Marrow spat. "Didn't deserve to be queen. Didn't deserve to die a hero. Deserved to die down _here_, in the gutters, like the filthy halfscan trash she was."

Azari tried to croak a reply but found his tongue and brain were still not entirely connected. He tried to summon the wherewithal to blast her again, even though he knew that much electricity in that short of a timespan would most likely kill her.

"I'll settle for the next best thing," Marrow said, face twisted, eyes narrowed to slits. She drew one hand back, fingers hooked into stiff claws –

- and froze.

Azari looked over her shoulder at Callisto, who had moved with a quickness and silence that belied her age, and whose fingers were closed around the haft of the knife Azari had stripped from Marrow only minutes ago. The knife now buried in Marrow's back, so deep that the tip protruded from the center of her chest.

"No, Sarah," Callisto said, softly but with steel under each word. "No you won't."

Azari pulled free of Marrow's suddenly unresisting fingers and staggered away; he was collected by an angry Torunn and a scowling Hawkeye.

Marrow looked down at the red stain slowly blooming across her torso, then up at Callisto. The expression on her face was one of surprise and bewilderment.

"Again?" she asked. Her knees buckled. Callisto caught her before she fell, and carefully lowered both of them to the floor.

Azari glanced over his shoulder at Laura. Amazingly, she was climbing to her feet, bone shard lying discarded on the floor. Her black uniform gleamed wetly with blood, but she moved as if she'd just received a scratch, not a fatal stab wound.

"Thank you," she said to Callisto, who only shook her head. She was cradling Marrow's body, heedless of the sharp-edged bones digging into her skinny frame and the dark red liquid staining her clothes.

"Is she…?" James asked Nate, gesturing at Marrow.

Nate had his eyes squeezed tightly shut in concentration. "Callisto aimed for her heart. Marrow is – she can't – there's nothing we can do."

Azari thought he might be sick, right there in front of everyone, kingly dignity or not. He was horrified at the entire situation. Smashing robots was one thing, but this –

He thought of his mother and father, dying in the fight against Ultron. The room swam in front of him. He had known about Storm for less than ten minutes; had he let her down already?

He knelt beside Callisto and Marrow. "I'm sorry, I didn't – I wasn't thinking –"

"I did it, kid, not you," Callisto said brusquely, gray head bent over the dying woman. "It's my burden."

Marrow mumbled something that Azari couldn't hear. Whatever it was, it made Callisto suck in a sharp breath, tears falling from her good eye.

"My little girl," Callisto said. Her voice cracked and she swallowed, continuing in a stronger voice. "Go to sleep, Sarah, it's okay. Stop fighting. It'll be all right. You're… you're safe."

Marrow's eyes flickered to Azari, then slid shut. The lines on her face smoothed out, erasing the years of hatred and anger, and Azari saw with some astonishment that she had actually been pretty, beneath the spikes of bone and bitterness.

No one said anything else for a long, long minute, not until Nate exhaled and turned to James with a simple, "She's gone."

Then everyone looked to Azari.

He had hated Marrow. He was glad she had been defeated – but he was rocked to his core by her death.

"I… I don't know –" He stood and looked around, almost panicking, then met Callisto's red-eyed, tear-stained gaze, which, for all of that, was still as fierce and hard as ever_. You're their leader_, he reminded himself. Now was the time to act like it.

"We'll, um – we'll bury her here," Azari declared, becoming more confident as he went. "In the cathedral. She deserves a - a peaceful grave."

Callisto bowed her head again, but nodded.

"And then," Azari said, "we're all going _home_."


	12. light yourself a candle

**Note:** Thank you to everyone who's read (and reviewed). I appreciate it! :)

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Tony Stark had never particularly wanted children. He had tolerated the babies popping up all over Avengers mansion – fondly – but hadn't ever given serious thought to producing one of his own.

So when he found himself in charge of three toddlers and one infant, he had done the best that he could… but he had tended to view them as small, slightly malfunctioning experiments. Interesting, unique, and lovable, yes. Even more interesting when he took a largely observational role and let them work things out for themselves.

Recent events had proven this laissez-faire parenting the correct approach, at least in terms of producing second-generation superheroes. It also now freed up Tony to work on rebuilding the world (well, New York City, at least), instead of anxiously hovering over younger shoulders.

The kids were fine. The kids were Avengers. What could the world throw at them that was worse than Ultron?

But when they didn't return at the scheduled time after a routine outing, and didn't contact anyone, Tony couldn't help but feel worried: they were his children, after all.

He didn't want to panic, however. He stayed put and sent some of the Scavengers to look for them. After an hour of searching, the Scavengers reported no luck, and Tony suited up as best he could to go investigate this himself.

"I don't understand," he said, voice distorted by the helmet and then by the curving, old-brick sewer walls. "What would be down this far that could pose a threat?"

The lead Scavenger shrugged. True to name, they had temporarily put the search on hold to recover usable bits from the destroyed robots.

"It can't be Mole Man," Tony said, mostly to himself. "Ultron got him years ago... Fin Fang Foom?"

Another shrug from the lead Scavenger. They weren't very talkative.

Tony bit down on a sigh and tried cycling through the various spectrums again. Unfortunately, he hadn't had time to fully repair the helmet (or the rest of the suit, which was why he was only wearing the gloves, boots, helmet, and a chunk of chest plate), so he couldn't see very much.

"Keep looking," he directed. "I'm heading topside to get more equipment."

A nod and thumbs-up. Tony sighed and began trudging for the surface. When he emerged aboveground, the sun was just beginning to set, painting Ultra City in glittering swaths of thick golden light.

He paused, and his heart lifted slightly despite himself; at moments like this, despite everything ugly about it, the city was beautiful.

As he was starting forward again, he heard a shout behind him: "Tony!"

Tony couldn't turn fast enough. It was James' voice – and there was James, in the lead of a veritable multitude, far too many to only be Scavengers. Azari was beside him, and Pym was buzzing around overhead – where were Torunn and Hawkeye? – ah, there they were, farther back in the crowd, next to a thin, severe-looking woman with gray hair and an eyepatch.

Tony kicked off from the ground with a burst of his boot jets and arced to meet them halfway. Up close, the majority of the crowd turned out to be mutants. He was surprised; how had they survived under Ultron's nose? "What happened?" he asked, landing. "Is everyone all right?"

"It's okay," James said as Tony pushed up the faceplate of his helmet to get a clearer, old-fashioned look at the kids. Some cuts and bruises on Azari, including a nasty one on his side that someone had bandaged; and Torunn looked unusually spacey; but other than that, they all seemed okay. "We, uh, took a detour."

Tony scanned at the ragtag assortment of mutants. He regretted opening his helmet, because now he could smell them as well as see and hear them. "To _where_?"

"The Hill," the eyepatch woman snapped. "It's a pocket dimension created by Mikhail Rasputin, and good riddance to it. I'm Callisto, leader of the Morlocks."

"Actually _Azari_ is the leader," Pym said, buzzing around Tony's ear. "Because it turns out his mom was Storm and she used to be the leader like a really long time ago. How weird is _that_?"

"Ah, yes, I remember," Tony said, absorbing all of that information – although he wasn't really sure if he could remember the elegant Queen Ororo of Wakanda hanging around with a dirty pack of sewer-dwelling mutants.

"And, um, these guys are our new teammates," James said, gesturing at a trio of normal-appearing young people, only one of whom – a girl with bright orange-red hair and lines of exhaustion on her face – was making any effort to look friendly.

"Holding recruitment parties without me?" Tony asked, and James looked abashed.

"Tony! You _have_ to let them join! They're _awesome_!" Pym enthused. "And their parents were superheroes too!"

Tony eyed the unknowns with renewed interest. The friendly girl and the boy next to her were almost certainly siblings. He racked his brain, trying to remember who else in the insular world of superheroing had been producing babies twelve years ago. "Names?"

"Laura," the shorter girl said curtly. "Howlett."

The friendly girl said, "Rachel Summers."

The boy scowled suspiciously at Tony and said nothing until he got an elbow in the ribs from his sister. Then he said, very grudgingly, "Nathan Summers."

Rachel added, looking anxious, "I don't know if you ever worked with our parents, but one of their friends worked with your team for a while. Beast?"

Memories flooded back. Bittersweet, since the good man he remembered was dead… but since the same could be said of nearly everyone Tony had once known, he couldn't be too maudlin about it. "Hank McCoy! Haven't thought about him in years. Chemistry, Twinkies, Shakespeare – the three great loves of his life."

Even Laura cracked a smile at that.

"So that makes your parents…" He paused, trying to remember the name of the lovely red-haired woman who'd sometimes come around with Ororo and other of McCoy's friends.

Nathan said defiantly, "Cyclops and Phoenix."

That mystery solved, he turned to Laura. Short, dark, angry… friends with Hank McCoy… "So _you_… Ah. Wolverine."

Laura flinched at the name. For a moment she looked bleak and lonely and sad. Then the angry glint returned, and she resettled the black backpack slung over her shoulder. "Yeah. We done reminiscing? Some of us have a job to do."

This conversation was going on longer than he'd expected. Tony glanced surreptitiously at the waiting horde of Morlocks and their Scavenger escorts to see how restless they were getting. The Morlocks were too busy huddling uneasily to protest the delay, and the Scavengers had already dispersed to pick through rubble.

Altogether the most docile bunch of New Yorkers Tony had ever seen. "What sort of job?"

Laura sighed with impatience. "Twelve years ago. We were trying to rescue Franklin Richards, but by the time we got downtown we realized Ultron had already destroyed the Baxter Building. Then he shot down the Blackbird. Nate was just a few months old, and Ray was maybe two. Cyclops gave them to me and said, 'Run. Don't come back, don't try to help us.' So I did. Then -"

"Wait," Azari said to Laura. "How does _that _work? You're like, a year younger than I am!"

Laura turned a Wolverine-worthy glare on Azari. "I'm _twenty-four_."

"Yeah," Nate said. "She can't help it that she's a runt. Ow! _Ray!_"

"And now you're here," Tony said, effortlessly tuning out the sound of two siblings getting into a fight.

Laura likewise ignored the side drama. "Yeah. Cyke gave me a beacon we're supposed to light. Kind of an all-clear. Marrow took it when she made her power grab a few years ago - she wanted to come up here and kill everyone. Couldn't have us warning them. Now that we have it back, and we know Ultron is toast, it's time to push the button."

In the background, Callisto casually rapped the arguing Ray and Nate on their heads. The bickering magically stopped.

"Mm," Tony said, noncommittally. "I hope I get to know who're you signaling."

Laura scowled at him. It seemed to be her preferred expression. "Her Imperial Majesty Lilandra Neramani."

"That's not Kree or Skrull," Tony observed.

A deeper scowl. "Shi'ar."

"Ah," Tony said. The Shi'ar. The hot-headed playground bullies of the three major galactic empires… he should have known. "How long will it take to get a reply?"

Laura shrugged and said, "She promised to have a scout ship listening. If she's still empress."

Tony raised an eyebrow. "With those people, that's always a very big _if_. Do we have a contingency plan _if_ the wrong people get the message?"

There was a pause. Then James cleared his throat and said, "The Avengers can handle it."

Tony looked at the fledgling Avengers and couldn't quite suppress the flicker of a proud smile. The kids were okay. The kids were, indeed, Avengers.

"I know you can," Tony said, putting his hand on James's shoulder. "Earth's Mightiest Heroes can handle anything – especially with a few good X-Men thrown into the mix."

Ray beamed; Nate looked unimpressed; Laura scowled. Callisto snorted.

Tony looked at the small sea of new faces behind them. Unbidden, the lines _Give me your tired, your poor,/Your huddled masses yearning to breathe free_ rose into his mind, along with the less poetic thought, _What am I going to do with two hundred homeless mutants?_

But, as wiser minds had already declared: the Avengers could handle it.

"Come on," he said to his children. "Let's go light a beacon."

**END**


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